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United States securities and exchange commission logo
April 23, 2021
Alan Mnuchin
Chief Executive Officer and Chairman
Falcon Capital Acquisition Corp.
660 Madison Avenue, 12th Floor
New York, NY 10065
Re: Falcon Capital
Acquisition Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed April 8, 2021
File No. 333-253113
Dear Mr. Mnuchin:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our March
18, 2021 letter.
Amendment #1 to Form S-1 filed April 8, 2021
The Business Combination Proposal
Background of the Business Combination, page 87
1. We note your revised
disclosure in response to comment 10 and reissue the comment in
part. Please provide
additional detail regarding the negotiations with Sharecare relating to
material terms of the
transaction including, but not limited to, structure, consideration,
valuation, PIPE, and
proposals and counter-proposals. In your revised disclosure, please
explain the reasons for
the terms, each party's position on the issues, how and why they
evolved over time, and
how you reached agreement on the final terms. Further explain
how the competing bid
for Sharecare by another SPAC impacted the valuation and
consideration.
Alan Mnuchin
FirstName LastNameAlan
Falcon Capital AcquisitionMnuchin
Corp.
Comapany
April NameFalcon Capital Acquisition Corp.
23, 2021
April 223, 2021 Page 2
Page
FirstName LastName
Certain Projected Financial Information, page 94
2. We note your revised disclosure in response to comment 13. Please
expand the disclosure
on page 95 to describe with greater specificity and quantify, as
applicable, the basis for
material assumptions underlying the projections, including Sharecare
s anticipated market
position relative to its peers. Additionally, discuss the possible
impact if the assumptions
are incorrect.
Revenue Excluding Warrants, page 183
3. Please address the following with respect to your non-GAAP measure
Revenue excluding
Warrants:
You indicate that this non-GAAP measure adds back the non-cash
value of warrants
issued to clients for meeting specific revenue thresholds and
that this amount is
reported as an offset to revenues in your financial statements.
However, we could not
locate any discussion of such warrants and their accounting
impact in your
accounting policy footnote. Please revise to describe the terms
of your arrangements
with customers that would result in the issuance of warrants as a
result of customers
meeting specific revenue thresholds. Also clarify how you applied
ASC 606 in
determining the appropriate accounting for these warrants.
Explain to us why you believe this non-GAAP measure does not
result in a measure
that reflects an individually tailored recognition method and
therefore violate Rule
100(b) of Regulation G. Refer to Question 100.04 of the Non-GAAP
Compliance
and Disclosure Interpretations.
Item 21. Exhibits and Financial Statement Schedules, page II-2
4. We note your response to comment 28. However, we note your disclosure
throughout and
in Section 8.3 of the Merger Agreement that the parties intend for the
merger to be treated
for U.S. federal income tax purposes as a reorganization within
the meaning of Section
368(a) of the Internal Revenue Code and/or as part of a tax-deferred
transaction pursuant
to Section 351 of the Code. Please have counsel revise its opinion to
clearly state that the
disclosure in the tax consequences section of the prospectus is the
opinion of counsel.
Please also revise your disclosures to express a firm opinion for each
material tax
consequence, or explain why such an opinion cannot be given, and
remove language
stating that it is intended that, or generally, certain material tax
consequences will apply.
Please also remove any statement that assumes the material tax
consequences at issue.
Refer to Section III of Staff Legal Bulletin 19.
Alan Mnuchin
Falcon Capital Acquisition Corp.
April 23, 2021
Page 3
You may contact Tracey McKoy at 202-551-3772 or Angela Connell at
202-551-3426 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Kasey Robinson at 202-551-5880 or Suzanne Hayes at 202-551-3675 with
any other
questions.
Sincerely,
FirstName LastNameAlan Mnuchin
Division of
Corporation Finance
Comapany NameFalcon Capital Acquisition Corp.
Office of Life
Sciences
April 23, 2021 Page 3
cc: Joel Rubinstein
FirstName LastName